Mediahuis and VP Exploitatie confirm finalization TMG take-over

21 Sep Mediahuis and VP Exploitatie confirm finalization TMG take-over

Mediahuis’ and VP Exploitatie’s have declared its announced public offer for all of TMG’s issued and outstanding shares unconditional, finalizing the company’s take-over. The acquisition produces a leading Dutch-Belgian news company with a solid position and strong brands.

Axeco Corporate Finance is pleased to have advised the shareholders of TMG Preference Share Trust

Mediahuis, VP Exploitatie, Gerald BidCo B.V (“the Offeror”) and TMG today jointly announce that the Offeror has declared its previously announced public offer (the “Offer”) for all of TMG’s issued and outstanding (depositary receipts for) shares (the “Shares”) unconditional. With this Mediahuis and VP Exploitatie confirm that they will finalize the take-over of TMG. With the currently tendered Shares they will hold 61,38 % of the Shares.

Jan Nooitgedagt, Acting Chairman of the Supervisory Board TMG:

“Today is an important day for TMG. Now that Mediahuis and VP Exploitatie have declared the offer unconditional, a turbulent period can left behind us. The combination of TMG together with Mediahuis assures the convincing strategy by TMG can be implemented. The combined forces create a leading Dutch-Belgian news company with a solid position and strong brands. Together we are able to invest in content, technology and innovation. Under the management of Marc Vangeel and Koos Boot, the organization will focus on the future again. I would like to thank Hans Bakker for all his efforts as general manager in the past period with his constructive focus on the operation during this complicated period we went through. We are convinced that the combination with Mediahuis is a guarantee for a solid future of TMG and its employees.”

Gert Ysebaert, CEO Mediahuis:

“We are very pleased to announce that we have declared the offer for TMG unconditional. Now we can start building a successful, stable and leading Dutch-Belgian multimedia company. In the coming years, Mediahuis will continue to focus on TMG’s core news division and support investments in journalism, technology and innovation. We are convinced that the new CEO Marc Vangeel, CFO Koos Boot and TMG’s management and the editorial boards and staff will give TMG and its brands, like the iconic news brand De Telegraaf, a strong position in the fast changing media landscape.”

Guus van Puijenbroek, VP Exploitatie:

“With the declaration of the offer being unconditional, we have brought TMG in the safe haven that Mediahuis represents. As a family with a long history as involved shareholders, we are looking forward to seeing TMG being brought back on track and develop itself further. We have totalfaith in the new management that they will reignite TMG with all its distinctive brands like De Telegraaf, and that the company will develop in the right way in a difficult market.”

Transaction Highlights

• Mediahuis and VP Exploitatie declare their public offer for all shares of TMG unconditional.
• Together with Shares currently tendered for acceptance Mediahuis and VP Exploitatie will hold approximately 61,38% of the Shares.
• All Offer Conditions have been satisfied or waived.
• Settlement will take place on 21 June 2017.
• Remaining Shares can be tendered during a Post Closing Acceptance Period commencing on 19 June 2017 and ending on 2 July 2017.

About TMG

TMG is one of the largest media companies in the Netherlands, with strong brands such as De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé and VROUW; regional dailies such as Noordhollands Dagblad and de Gooi- en Eemlander; digital brands such as GeenStijl, Dumpert and Gaspedaal; Classic FM and – through a strategic collaboration – national radio stations Sky Radio, Radio Veronica, Radio 538 and Radio 10. TMG also has dozens of other brands and titles that focus on providing local news, entertainment or ecommerce (e.g., GroupDeal). Through Keesing Media Group, TMG is market leader in Europe in the field of puzzle magazines and digital puzzles. It is TMG’s mission to provide consumers with high-quality, personalised and relevant news, sport and entertainment 24 hours a day, 7 days a week, via any available form of distribution.

About Mediahuis

Mediahuis, one of the leading media groups in Belgium and The Netherlands, is publisher of strong news brands, such as De Standaard, Het Nieuwsblad/De Gentenaar, Gazet van Antwerpen, Het Belang van Limburg, NRC Handelsblad, NRC.Next and De Limburger. Mediahuis, in its current composition, sells around 900.000 newspapers and reaches more than 2 million digital news consumers, with her various news websites, on daily basis. Mediahuis exploits important classifieds-platforms such as Hebbes, Jobat, Zimmo, Vroom and Limburgvac and the enterpreneursplatforms Made in and WijLimburg. On the audio visual market the group is active with the regional TV channels ATV, TVL, TV Oost and ROB TV and the radio channel Nostalgie. The newspaper printer Printing Partners and the free newspaper companies Rondom and 1Lokaal are owned by Mediahuis. Next to these the company participates in De Vijver Media (TV channels Vier, Vijf en Zes and the productionhouse Woestijnvis) and Mass Transit Media (Metro). Mediahuis has an unconditional belief in independent journalism and strong and relevant media that contribute positively to people and society. From that vision, the company invests permanently in strong news brands, on paper and digital.

About VP Exploitatie

VP Exploitatie is an independent Dutch investment- and management company owned by the family Van Puijenbroek. The company invests in securities, participations, real estate and other assets. The strategy of VP Exploitatie is focused on investments in Dutch and Belgium companies. VP Exploitatie has as a relevant shareholder, a focus on long-term value creation. VP Exploitatie limits oneself in its investment policy not solely to enterprises in specific sectors.